Victoria M. Holt
PIPER SANDLER COMPANIESAbout Victoria M. Holt
Independent director of Piper Sandler Companies (PIPR) since 2019; age 67. Former CEO of Proto Labs (2014–2021) and Spartech (2010–2013), and SVP, Glass & Fiberglass at PPG Industries (2005–2010) . Education: BS Chemistry (Duke) and MBA (Pace); NACD Cyber Risk Oversight Program CERT certificate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proto Labs, Inc. | President & CEO | 2014–2021 | Led digital manufacturing; public company leadership |
| Spartech Corporation | President & CEO | 2010–2013 | Led through sale to PolyOne |
| PPG Industries | SVP, Glass & Fiberglass | 2005–2010 | Industrial operations leadership |
External Roles
| Company | Role | Committees |
|---|---|---|
| A. O. Smith Corporation (AOS) | Director since 2021 | Chair, Nominating & Governance; Member, Personnel & Compensation |
| Waste Management, Inc. (WM) | Director since 2013 | Audit; Chair, Nominating & Governance |
| Process Sensing Technologies (private) | Director | Not disclosed in SEC filings; listed by AOS |
Board Governance
- Committee assignments at PIPR: Audit Committee member and Compensation Committee member; independent under NYSE rules .
- Attendance: Board held 7 meetings in 2024; all current directors attended at least 75%, with 96% aggregate attendance; directors also attend executive sessions led by the Lead Director .
- Committee structure: Audit (10 meetings), Compensation (6), Governance (4). Audit Chair: Sherry M. Smith; Compensation Chair: Scott C. Taylor; Governance Chair & Lead Director: Thomas S. Schreier .
Fixed Compensation
| Component | Amount (2024) | Amount (Approved for 2025) | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $100,000 | Non-employee director cash |
| Annual equity grant (vested common stock) | $100,000 | $150,000 | Increased for 2025 |
| Committee chair retainer – Audit | $20,000 | $30,000 | Not applicable to Holt at PIPR |
| Committee chair retainer – Compensation | $10,000 | $20,000 | Not applicable to Holt at PIPR |
| Committee chair retainer – Governance | $10,000 | $20,000 | Not applicable to Holt at PIPR |
| Lead Independent Director retainer | $30,000 | $40,000 | Not role for Holt |
| Deferred compensation eligibility | Plan permits deferral of cash/equity into phantom shares | Same | Directors may defer awards |
Director-specific 2024 totals:
| Director | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Victoria M. Holt | $100,000 | $100,036 | $5,000 (non-profit match/spouse travel) | $205,036 |
Performance Compensation
| Metric | Structure | Disclosure |
|---|---|---|
| Performance-linked metrics for director pay | None—director equity grants are vested shares; no PSUs/options for non-employee directors | Not applicable |
Other Directorships & Interlocks
- Holt serves on AOS and WM boards; at AOS she chairs N&G and sits on Compensation . At WM she chairs N&G and is on Audit .
- AOS disclosed arm’s-length purchases from WM and concluded the relationship is not material and does not affect Holt’s independence at AOS .
- PIPR related-person policy requires Governance Committee review/approval of transactions >$120,000 involving directors; ordinary-course transactions (e.g., trading, asset management) occur with 5% holders; no Holt-specific related-party transactions disclosed .
Expertise & Qualifications
- Former public-company CEO with industrials/manufacturing experience (Proto Labs, Spartech; PPG) .
- Capital markets governance exposure via PIPR; cybersecurity oversight credential (NACD CERT) .
- Audit and compensation governance experience at WM/AOS .
Equity Ownership
| Holder | Shares of PIPR Common (as of 3/25/2025) | Phantom Shares (Deferred) | Notes |
|---|---|---|---|
| Victoria M. Holt | 477 (all held directly) | 6,218 | None of the directors individually own >1% of outstanding shares; directors & officers as a group own 2.7% |
| Options held | None (non-employee directors) | — | — |
- Ownership guidelines: Non-employee directors expected to hold shares equal to 4x annual basic cash retainer; all non-employee directors were in compliance as of 12/31/2024 .
- Hedging/pledging: Prohibited for all employees and non-employee directors; insider trading policy restricts trading windows .
Recent insider Form 4 activity (more current than proxy):
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Common Shares Owned | Link |
|---|---|---|---|---|---|
| 2025-09-15 | 2025-09-12 | Award (A) | 14 | 7,325 | https://www.sec.gov/Archives/edgar/data/1230245/000118162925000007/0001181629-25-000007-index.htm |
| 2025-06-16 | 2025-06-13 | Award (A) | 18 | 7,311 | https://www.sec.gov/Archives/edgar/data/1230245/000123024525000107/0001230245-25-000107-index.htm |
| Source: insider-trades skill output (Form 4 records; “securitiesOwned” reflects post-transaction positions). Additional 2023–2025 records retrieved (14 total) indicate routine director grants/deferrals. |
Say-on-Pay & Shareholder Feedback
| Annual Meeting | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 13,942,109 | 219,079 | 24,913 | 1,009,475 |
| 2024 | 13,591,127 | 238,850 | 15,740 | 905,512 |
High say-on-pay support (>98% in 2024 proxy discussion) signals investor confidence in compensation governance .
Governance Assessment
- Independence and committee roles: Holt is independent and serves on Audit and Compensation at PIPR, bringing CEO-level operational expertise and industrials focus beneficial to sector coverage; no chair roles at PIPR reduce potential concentration of influence .
- Attendance/engagement: Strong engagement evidenced by overall 96% attendance and required annual executive sessions; PIPR leadership structure includes a lead director and majority-independent board .
- Pay alignment for directors: Fixed retainer plus vested equity; no meeting fees; directors can defer into phantom shares, promoting alignment via ownership and long-term exposure; 2025 increase in equity grant to $150k aligns with market practices .
- Red flags: None disclosed regarding related-party transactions involving Holt at PIPR; hedging and pledging are prohibited; no tax gross-ups; double-trigger vesting on equity; clawback policies in place for executives (not typically applied to director pay) . At AOS, board deemed WM relationship immaterial regarding her independence .
- Shareholder votes: Director election support for Holt improved YoY (2024: 13,272,683 For; 2025: 13,759,909 For) indicating stable investor support .
Equity Ownership Details (PIPR)
| Metric | Value | As-of Date |
|---|---|---|
| Holt common shares held directly | 477 | 03/25/2025 |
| Holt phantom shares (deferred) | 6,218 | 03/25/2025 |
| Directors and officers group ownership | 484,634 shares; 2.7% of outstanding | 03/25/2025 |
| Outstanding shares of common stock | 17,769,622 | 03/25/2025 |
Compensation Committee Analysis (PIPR)
- Membership: Scott C. Taylor (Chair), William R. Fitzgerald, Victoria M. Holt, Thomas S. Schreier; 6 meetings in 2024; all members independent .
- Use of independent consultant: Semler Brossy; committee determined no conflicts of interest; peer group reviewed annually .
- Interlocks: None disclosed; Compensation Committee Interlocks section indicates no interlocking relationships as defined by SEC rules .
Related Party Transactions Policy (PIPR)
- Governance Committee reviews transactions >$120,000 involving directors/executives/5% holders; approves only if in best interests of company/shareholders; ordinary-course client transactions disclosed (e.g., with BlackRock/Vanguard); no Holt-specific transactions disclosed .
Other Director Election Data (Investor Confidence Signal)
| Annual Meeting | Holt – Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 (May 22) | 13,759,909 | 414,036 | 12,156 | 1,009,475 |
| 2024 (May 23) | 13,272,683 | 561,808 | 11,226 | 905,512 |
Overall, Holt’s profile reflects strong governance credentials, independence, and multi-board oversight experience (audit/compensation/nominating). No material conflicts or red flags are disclosed at PIPR, and investor voting support is robust across director elections and say-on-pay measures .